Services Agreement

Last Updated February 10, 2023

TransferChain AG (“TransferChain” or “We”) provides blockchain-based cloud services that bring together distributed and encrypted cloud storage, file transfer, backup and messaging services.

TransferChain prioritizes user autonomy. We are an ecosystem of products and services for companies and individuals to collaborate securely, privately and confidentially.

This Services Agreement (“Agreement”) are between TransferChain having its principal address at Lättichstrasse 6, 6340 Baar, Switzerland and the business subscribing the TransferChain Platform (to be defined hereafter) and requesting use of the Services (the “Customer”).

TransferChain and the Customer shall be referred collectively as “Parties”.

1. SUBJECT AND SCOPE

This Agreement sets forth rights and obligations between the Parties with regards to provision of the Services by TransferChain to the Customer.

2. DEFINITIONS

2.1.“Content” means any means of data, including but not limited to audio, visual and video works and alphanumeric figures and signs, provided by the Customer to the TransferChain Platform a result of their usage of the Services. We maintain the confidentiality and accessibility of Content uploaded to our blockchain based distributed cloud systems, through an end-to-end encryption of each file with encryption keys that are generated, derived, encrypted entirely on the client-side, splitting each file into pieces on the client-side, and distributing pieces to the safest providers around the world, while utilizing our blockchain with the user and file authentication and authorization.

2.2.“Cloud Services” means blockchain based, encrypted and distributed storage, transfer, transmission, sharing, messaging, access and back-up services provided for Content uploaded by the Customer to TransferChain Platform.

2.3.“Messaging Services” means messaging services provided to the Customer on TransferChain Platform, which ensures encryption of the sent and received Content, and transmission of such Content through blockchain based and distributed network of TransferChain.

2.4.“Service(s)” means Cloud Services and Messaging Services provided by TransferChain.

2.5.“Maintenance Service” means technical support services related to use of the Services.

2.6.“Order” or “Service Specification Form” means an order placed by the Customer for the use of Services subject to service packages offered on TransferChain Platform, which determines fundamental terms of benefiting a Service such as but not limited to access duration, fee, storage limit.

2.7.“Plans” means fees set and amended time to time by TransferChain regarding provision of Services and displayed on transferchain.io/prices address.

2.8.“Public ID” means 87 or 88 digit code representing the Customer’s account within TransferChain Platform, which is public and other end users of TransferChain Platform can address for Content transfer or sharing.

2.9. “TransferChain Platform” means desktop applications, mobile applications or websites ran by TransferChain for the purposes of offering Cloud Services and Messaging Services.

2.10. “End Users” means employees, assistants, representatives, consultants, directors and end users, as applicable, authorized by the Customer or on the Customer’s behalf to use the Services in accordance with this Agreement. For Services that are specifically designed to allow the Customer’s customers, suppliers, contractors or other third parties to access the Services to interact with the Customer or the Customer’s Content, such third parties will also be considered “End Users” subject to the terms of this Agreement.

3. SERVICES

3.1. TransferChain agrees and undertakes to provide the Services subject to the Service Specification Form(s) submitted by the Customer through TransferChain Platform, Financial Terms of this Agreement and the Data Protection Addendum of this Agreement (“DP Addendum”). The Customer shall submit Service Specification Form(s) by filling in and accepting them through TransferChain Platform. Service Specification Forms can cover stipulation of issues such as but not limited to duration, data cap, restrictions of location, amount and location of noted, back-up with regards to each Service. The Customer accepts and acknowledges that TransferChain may amend the content, form and submission procedure of Service Specification Forms time to time.

3.2. TransferChain may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) at any time, including to reflect changes in technology, industry practices, patterns of system use, and availability of third-party data or Content. TransferChain shall also be entitled to amend the terms of any Order unilaterally up to its sole discretion, however, such changes shall not result in a material reduction in the level of performance or availability of the applicable Services.

3.3. Customer and any End Users authorized by the Customer agrees and undertakes not to use the Services for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner, (c) involve the publication, transmission, sharing or storage of any Content that is false, defamatory, harassing, discriminatory, violent, pornographic or obscene, (d) violate privacy rights or promote bigotry, racism, hatred, harm, CSAI (child sexual abuse imagery), violence or terrorism, (e) constitute unsolicited bulk email, “junk mail”, “spam” or chain letters, or promotions and advertising; (f) constitute an infringement of intellectual property or other proprietary rights; (g) impersonate someone else or misrepresent your affiliation with, any person or entity or (h) otherwise violate the Agreement, applicable laws, regulations or encourage, promote or assist such violation.

3.4. Customer and any End Users authorized by the Customer agrees and undertakes, as a condition precedent for using the Services, to accept, install and/or set-up any updates, patches, bug fixes provided by TransferChain regarding TransferChain Platform. Customer agrees and acknowledges that TransferChain does not and cannot warrant security of TransferChain Platform, unless the Customer uses the latest version of TransferChain Platform.

3.5. The Customer shall be responsible for identifying and authenticating all End Users, for approving access by such End Users to the Services it uses, for controlling against unauthorized access by End Users, and applicable local regulations and for maintaining the confidentiality of Public IDs, private keys, mnemonic phrases, passwords or account information. The Customer shall be responsible for all activities that occur under its End Users’ private keys, mnemonic phrases, passwords or accounts or as a result its End Users’ access to the Services, and agrees and undertakes to notify TransferChain immediately of any unauthorized use. The Customer agrees and undertakes to make every reasonable effort to prevent unauthorized third parties from accessing the Services.

3.6. The Customer agrees and undertakes to make every reasonable effort to ensure End Users to use the Services in compliance with the Agreement, applicable local regulations and each Service Specification Form; and the Customer shall be liable for any breaches conducted by End Users related with it.

3.7. The Customer agrees and undertakes to indemnify and/or hold TransferChain harmless from any damages suffered through the Customer’s any breach of this Agreement, including the DP Addendum and other annexes, such as but not limited to third-party claims or judicial or administrative sanctions imposed to TransferChain or its employees, representatives, officials etc. triggered by the Customer’s use of the Services or access to TransferChain Platforms.

4. FINANCIAL TERMS

4.1. The Customer agrees that each Service it uses under an Order shall require the fee corresponding to the Order, as provided within the Plans. Customer agrees and undertakes to pay the fees under the Plans for each Service to be used, in advance.

4.2. The Customer acknowledges that TransferChain can amend the Plans at any time up to its sole discretion. Plans amendments shall be notified to the Customer at least 30 days before they become effective. For the sake of clarity, Plans amendments shall be effective on ongoing Services.

4.3. The fees set under the Plans shall be provided as excluding VAT. Customer agrees, declares and undertakes that in the event any further tax, tariff, quota or similar other liability would be imposed by any administrative or judicial authority of any jurisdiction, such tax or similar other obligations, including but not limited to withholding tax, copyright duty or stamp tax, shall be paid and declared by the Customer, irrespective of whether the authority imposing such obligation is residing within the Customers jurisdiction.

4.4. The Customer agrees and authorizes TransferChain to charge, using the Customer’s selected payment method, for all applicable fees upon activation of the Services. Any fees paid by the Customer are non-refundable except as explicitly required by applicable local regulations. The Customer is responsible for providing complete and accurate billing and contact information to TransferChain. In case the Customer provides complete and accurate billing and contact information to TransferChain, payments will be automatically received via this information on the same day of each month, unless the Customer notifies the TransferChain for non-renewal of the 30 days prior expiration of such Service.

4.5. TransferChain may suspend the Customer’s access to the Services if fees are overdue for a minimum period of three days. Following its perverseness, unless the Customer renews its subscription and pays the monthly or annual fee it undertakes for each Service within a maximum period of 60 days, TransferChain shall be entitled to remove all the Content that the Customer uploaded.

5. INTELLECTUAL PROPERTY

5.1. For the effective periods and subject to terms specified under Service Specification Forms and subject performance of payment obligations under Financial Terms of this Agreement, and except as otherwise set forth in this Agreement or in a Service Specification Forms, the Customer shall be granted a non-exclusive, non-assignable, royalty free, worldwide limited right to access and use the Services, including anything developed by TransferChain and provided to the Customer as part of the Services.

5.2. The Customer shall not adapt, make derivative works of, duplicate, reproduce, republish, distribute, modify, reverse-engineer, disassemble, decompile, resell, rent, assign, transmit to public or third parties through any media, and make available to third-party uses the Services and any intellectual property or propriety rights regarding the Services, or shall not use the Services to engage in or promote any activity that violates this Agreement.

5.3. The Customer shall not perform or disclose any benchmark or performance tests, and following security tests: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; of the Services. In breach of this Article, the Customer agrees and undertakes to pay a fine amounting to two-fold of the entire amount it has paid so far to TransferChain for the Services, and additionally to indemnify and/or hold TransferChain harmless from any direct and indirect damages suffered. In breach of this Article or in an attempt to breach this Article, the Customer acknowledges and accepts that TransferChain may permanently terminate the Services to the Customer.

6. DISCLAIMERS

Censorship resistance through cryptographic and blockchain design is one of TransferChain’s core principles.

TransferChain has not accessed, cannot access, and will not access the Content uploaded by End Users in the TransferChain Platform; as a result, cannot be held liable for End User’s Content.

By using our Services, the Customer agrees and acknowledges the following:

6.1. IT IS TECHNOLOGICALLY IMPOSSIBLE FOR TRANSFERCHAIN TO REVIEW OR ACCESS, EX-ANTE OR EX-POST, ANY DATA OR CONTENT UPLOADED TO TRANSFERCHAIN PLATFORM WITH REGARDS TO THE SERVICES BY CUSTOMER ITSELF OR THIRD-PARTIES; THUS, TRANSFERCHAIN IS NOT CAPABLE OF APPLYING CONTENT MODERATION, FULFILLING ACCESS REQUESTS TO CONTENT UPLOADED BY ITS CUSTOMERS FROM COURTS, ADMINISTRATIVE AGENCIES, LAW ENFORCEMENT OFFICERS, SECURITY AND INTELLIGENCE ORGANIZATIONS, RECOVERING OR VIEWING CUSTOMER’S OR END USERS’ CONTENT, PUBLIC IDS, PRIVATE KEYS, MNEMONIC PHRASES, PASSWORDS OR ACCOUNTS IN ANY EVENT. HOWEVER, IN CASE OF ANY REQUEST FROM PUBLIC AUTHORITIES, TRANSFERCHAIN WILL SHOW ITS BEST EFFORT TO COOPERATE WITH THE RELEVANT AUTHORITIES’ REQUESTS. CUSTOMER ACKNOWLEDGES THAT IT CANNOT HAVE ANY CLAIMS FROM TRANSFERCHAIN IN CONNECTION WITH FORGETTING ACCOUNT PUBLIC ID, PRIVATE KEY, MNEMONIC PHRASES, AND/OR PASSWORD;

6.2. TRANSFERCHAIN DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT TRANSFERCHAIN WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S CONTENT OR CUSTOMER’S APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY TRANSFERCHAIN, AND (C) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT TRANSFERCHAIN DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CUSTOMER ALSO ACKNOWLEDGES THAT BLOCKCHAIN TRANSACTION REALIZED WITHIN TRANSFERCHAIN’S BLOCKCHAIN NETWORK MAY BE SUBJECT TO INTERRUPTIONS, DELAYS OR LAGS. TRANSFERCHAIN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. TRANSFERCHAIN IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM DATA, CONTENT, APPLICATIONS PROVIDED BY CUSTOMER OR THIRD PARTIES. TRANSFERCHAIN DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD-PARTY DATA, CONTENT OR SERVICES RECEIVED, DISPLAYED OR PROVIDED THROUGH THE SERVICES, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD-PARTY DATA, CONTENT OR SERVICES;

6.3. YOU ACKNOWLEDGE THAT ALL THE SERVICES CURRENTLY PROVIDED BY TRANSFERCHAIN SHALL BE CONSIDERED AS IS STILL IN DEVELOPMENT. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, INSTALLATION, OR USE OF THE SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE SOFTWARE ON YOUR COMPUTER AND/OR DEVICES, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA, AND IN NO EVENT WILL TRANSFERCHAIN BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE SOFTWARE ON YOUR COMPUTER AND/OR DEVICES, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR TRANSFERCHAIN’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF TRANSFERCHAIN HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

6.4. RESPONSIBILITY FOR THE CONFIDENTIALITY, SECURE TERMINATION OF TRANSFERCHAIN PLATFORM ACCOUNT SESSIONS, AND TIMELY AND PROPER TERMINATION OF RECORDS IN ITS LOCAL (INTRANET) IDENTITY MANAGEMENT INFRASTRUCTURE OR ON ITS LOCAL DEVICES SHALL BE SOLELY ON THE CUSTOMER. TRANSFERCHAIN IS NOT RESPONSIBLE FOR ANY HARM CAUSED BY END USERS, INCLUDING INDIVIDUALS WHO WERE NOT AUTHORIZED TO HAVE ACCESS TO THE SERVICES BUT WHO WERE ABLE TO GAIN ACCESS BECAUSE SESSIONS, PUBLIC IDS, PRIVATE KEYS, MNEMONIC PHRASES, PASSWORDS OR ACCOUNTS WERE NOT TERMINATED ON A TIMELY BASIS IN CUSTOMER’S IDENTITY MANAGEMENT INFRASTRUCTURE OR LOCAL DEVICES, AND FOR AUTHORIZED ACCESSES ITSELF REALIZED THROUGH CUSTOMER’S ACCOUNTS.

6.5. TRANSFERCHAIN OR FUTURE ACQUIRERS OF TRANSFERCHAIN DOES NOT GUARANTEE PERPETUAL PROVISION OF THE SERVICES AND MAY DECIDE TO SHUT DOWN SERVICES COMPLETELY OR PARTIALLY; OR COURTS OR GOVERNMENTAL BODIES SUCH AS AUTHORITIES RESPONSIBLE FOR REGULATION AND SUPERVISION OF INFORMATION TECHNOLOGIES AND ELECTRONIC COMMUNICATION SERVICES. SHUTTING DOWN OF ANY SERVICE COMPLETELY OR PARTIALLY SHALL NOT GIVE RISE TO ANY CLAIMS ADDRESSED TO TRANSERCHAIN, SUCH AS BUT NOT LIMITED TO LOSS OF PROFIT, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES ETC.

6.6. TO THE EXTENT NOT PROHIBITED BY LAW, FOR ANY BREACH OF TRANSFERCHAIN’S OBLIGATIONS REGARDING THE SERVICES, CUSTOMER’S EXCLUSIVE REMEDY AND TRANSFERCHAIN’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH, OR, IF TRANSFERCHAIN CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END THE DEFICIENT SERVICES AND TRANSFERCHAIN WILL REFUND THE FEES FOR THE TERMINATED SERVICES THAT THE CUSTOMER PRE-PAID TO TRANSFERCHAIN FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

6.7. TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT). TRANSFERCHAIN’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMERS SERVICE SPECIFICATION FORM, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO TRANSFERCHAIN FOR THE SERVICES UNDER THE SERVICE SPECIFICATION FORM GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY THE CUSTOMER FROM TRANSFERCHAIN UNDER SUCH ORDER.

7. SERVICE SUPPORT

7.1. TransferChain will always provide maintenance and repair services for the TransferChain Platforms. However, the Customer acknowledges and agrees that TransferChain may not always be able to provide maintenance and repair services upon requests solely made by the Customer.

7.2. TransferChain shall only be obliged to provide support service through distant communication media, limited with instructing and/or assisting End Users and/or the Customer regarding usage of TransferChain Platforms.

8. TERM AND TERMINATION

8.1. This Agreement shall be effective as of its signing date and remain effective perpetually, unless it becomes terminated for any reason or it is decided for a non-renewal of the Services. Any Service shall be provided within the period agreed by the Parties in the respective Service Specification Form, which shall be either on a monthly or annual basis. Periods of Services shall be renewed automatically for your subscription period, unless any Party notifies the other Party for non-renewal of the Service prior to the renewal (expiration) date in accordance with the respective Service.

8.2. If the Customer or any End Users authorized by the Customer breaches any term of this Agreement or if in TransferChain’s reasonable judgment, any component of TransferChain is about to suffer a significant damage to its security, integrity or functionality due to Customer’s use of the Services then TransferChain may terminate the Agreement and/or the Order under which the breach occurred, and/or suspend Customer’s account or access to or use of the Services. In certain cases, TransferChain may provide the Customer a reasonable notice in advance, in case provided, via the email address associated with the Customer’s account to remedy the activity that prompted TransferChain to contact the Customer and/or give the Customer the opportunity to export its Content from TransferChain Platform. TransferChain reserves the right to, in its sole discretion and without notice or liability, may terminate this Agreement or deny access to and use of TransferChain Platform to any person for any reason or for no reason. In such a case, TransferChain may provide the Customer a reasonable notice in advance.

8.3. If TransferChain terminates this Agreement or an Order, the Customer shall pay all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Service under such Order with all related taxes and expenses, within 30 days.

8.4. Upon termination of this Agreement for any reason either by TransferChain or the Customer, the Customer shall no longer have right to use the Services, including accessing the Content.

9. DATA PROTECTION AND PRIVACY

9.1. The Services and all other obligations under this Agreement shall be performed in accordance with TransferChain’s Privacy Policy. The Customer agrees and acknowledges that TransferChain can amend its Privacy Policy solely up to its discretion at any time.

9.2. If the Customer would like to use the TransferChain Platform to transfer or store personal data within the meaning of EU Regulation numbered 2016/679 (General Data Protection Regulation), upon a request to be made by the Customer, TransferChain could provide and conclude a Data Processing (DP) Addendum that supplements this Agreement.

9.3. The DP Addendum describes the Parties’ respective roles for the processing and control of personal data that the Customer provides to TransferChain as part of the Services. TransferChain will act as a data processor, and will act on the Customer’s instruction concerning the treatment of the personal data residing in the TransferChain Platforms, as specified in this Agreement, the DP Addendum and the relevant Service Specification Form, if any. The Customer agrees to provide any notices and obtain any consents related its use of the Services and TransferChain’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal data.

9.4. The Customer agrees and acknowledges that TransferChain can amend the DP Addendum solely up to its own discretion at any time, by notifying the Customer in at least 7 days advance of the effective date of the amended DP Addendum.

9.5. Neither provision of this Agreement, the DP Addendum or any Service Specification Form shall not preclude the Customer’s responsibility for any security vulnerabilities, and the consequences of such vulnerabilities, arising from its Content, including any viruses, Trojan horses, malwares, worms or other programming routines contained in such Content that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data.

9.6. The Customer agrees and undertakes to initially provide any notices that might be related with use of the Services and TransferChain’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal data, and security incidents or data breaches it has become aware of, to TransferChain.

10. CONFIDENTIALITY

10.1. For the purposes of this Agreement the parties may have access to information that is confidential to other, including but not limited to all technical, commercial and other information relating to operations, processes, procedures, dealings, transactions, software, methodology, inventions, innovations, plans, product information, know-how, design, trade secrets, market opportunities, financial and other data and business affairs of the other Party or any of its affiliates, business partners, customers, suppliers or any other related entities in relation to any person who has dealt with or communicated with the other Party or any of its business partners or related entities (“Confidential Information”). A Parties’ Confidential Information shall not include information that (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third-party without restriction on the disclosure; or (d) is independently developed by the other party.

10.2. The Parties agree not to disclose each other’s Confidential Information to any third-party, unless instructed in written by the Party owning the Confidential Information, indefinetely; however, TransferChain may disclose Confidential Information only to its employees, agents, representatives, lawyers, consultants or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement.

11. THIRD-PARTY WEBSITES, CONTENT, PRODUCTS AND SERVICES

11.1. The Services may enable the Customer to link to, transmit Content uploaded by the Customer, or otherwise access other websites, content, products, services, and information of third parties (“Third-Party Content”). TransferChain does not control and is not responsible for such websites or any such content, products, services and information accessible from or provided through the Services, and the Customer shall bear all risks associated with access to and use of such web sites and third-party content, products, services and information.

11.2. Any Third-Party Content made accessible through the TransferChain Platforms is provided on an “as-is” and “as available” basis without any warranty of any kind. Third-Party Content may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and the Customer acknowledges that TransferChain is not responsible for and under no obligation to control, monitor or correct Third-Party Content, and as stated under Article 6.1 it is impossible for TransferChain to do so.

11.3. Any Third-Party Content that the Customer stores on TransferChain Platforms shall be considered as any storage or other allotments applicable to the Services that the Customer procured under the relevant Service Specification Form.

12. MISCELLANEOUS

12.1. Neither of the Parties shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party (“Force Majeure”). The Party suffering the Force Majeure shall use reasonable efforts to mitigate the effect of a Force Majeure event. If such event continues for more than 30 days, either of the Parties may terminate the Services and affected orders upon written notice.

12.2. This Agreement is governed by the substantive and procedural laws of Switzerland. Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The place of arbitration shall be in Switzerland. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the laws of Switzerland.

12.3. The Customer shall not assign this Agreement or give or transfer any of the Services (including the TransferChain Platform) or an interest in them to a third-party.

12.4. This Agreement shall not be construed as establishing a partnership, joint venture, or agency relationship between the Parties. The Customer acknowledges TransferChain’s business partners and other third parties, including any third-party firms procured by the Customer to provide consulting, implementation, maintenance and support services or applications that interact with the TransferChain Platforms are independent of TransferChain. TransferChain shall not be liable for, bound by, or responsible for any problems with the Services arising due to, any acts of any such business partner or third-party.

12.5. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.

12.6. The Customer shall be exclusively responsible for its own compliance in connection with use of the Services. Accordingly, the Customer shall inform of any requirements that result from its regulatory obligations prior to entering into a Service Specification Form. The Customer agrees and acknowledges TransferChain shall not be obliged to tailor the Services in light of the Customer’s demands and that TransferChain’s declining of provision of a Service in compliance with the regulatory framework communicated by the Customer, shall not be interpreted as a breach of this Agreement.

12.7. Purchase of different Services constitute independent performances. The Customer’s obligation to pay for any Service shall not be affected by performance of any other Service offered under the Agreement.

12.8. The Parties agree that this Agreement shall be the complete agreement for the Services ordered by the Customer and supersede all prior or contemporaneous agreements or representations, and communication written or oral.